UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 10)1
CoSine
Communications, Inc.
(Name of
Issuer)
Common
Stock, par value
$0.0001
(Title of
Class of Securities)
221222607
(CUSIP
Number)
Warren G.
Lichtenstein
Steel
Partners Holdings L.P.
590
Madison Avenue, 32nd Floor
New York,
New York 10022
(212)
520-2300
Authorized
to Receive Notices and Communications)
August
11,
2009
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
2,148,337
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,148,337
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,148,337
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS HOLDINGS L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC,
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
4,779,721
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,779,721
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,779,721
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.4%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
3
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
4,779,721
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,779,721
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,779,721
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.4%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
4
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II GP LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
4,779,721
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,779,721
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,779,721
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.4%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
5
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
WARREN
G. LICHTENSTEIN
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
4,779,721
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,779,721
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,779,721
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.4%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
JACK
L. HOWARD
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
PF,
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
255,425
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
255,425
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,425
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
7
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
EMH
HOWARD, LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
NEW
YORK
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
500
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
500
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS
THAN 1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
8
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
J
HOWARD, INC.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
NEW YORK
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
170,300
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
170,300
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,300
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
9
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
TERRY
R. GIBSON
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
100,000
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
100,000
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS
THAN 1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
10
CUSIP
NO. 221222607
The
following constitutes Amendment No. 10 to the Schedule 13D filed by the
undersigned (“Amendment No. 10”). This Amendment No. 10 amends the
Schedule 13D as specifically set forth.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
|
|
Item
3 is hereby amended and restated to read as
follows:
|
The
aggregate purchase price of the 2,148,337 Shares owned directly by Steel
Partners II is approximately $3,615,264, including brokerage
commissions. The Shares owned directly by Steel Partners II were
acquired with partnership funds. The aggregate purchase price of the
2,631,384 Shares owned directly by Steel Holdings is approximately $4,211,084,
including brokerage commissions. The Shares owned directly by Steel
Holdings were acquired with partnership funds.
The
aggregate purchase price of the 76,625 Shares owned directly by Jack L. Howard
is $193,861, including brokerage commissions. The Shares owned
directly by Mr. Howard were acquired with personal funds. In
addition, Mr. Howard currently beneficially owns 8,000 Shares underlying options
that are exercisable within 60 days of the date hereof. The options
owned by Mr. Howard were awarded to him in his capacity as a director of the
Issuer.
The
aggregate purchase price of the 500 Shares owned directly by EMH is $998,
including brokerage commissions. The Shares owned directly by EMH
were acquired with working capital.
The
aggregate purchase price of the 170,300 Shares owned directly by J Howard is
$392,358, including brokerage commissions. The Shares owned directly by J Howard
were acquired with working capital.
Mr.
Gibson currently beneficially owns 100,000 Shares underlying options that are
exercisable within 60 days of the date hereof. The options owned by
Mr. Gibson were issued to him in his capacity as an executive officer of the
Issuer.
Steel
Partners II and Steel Holdings effect purchases of securities primarily through
margin accounts maintained for them with prime brokers, which may extend margin
credit to them as and when required to open or carry positions in the margin
accounts, subject to applicable federal margin regulations, stock exchange rules
and the prime brokers’ credit policies. In such instances, the
positions held in the margin accounts are pledged as collateral security for the
repayment of debit balances in the accounts.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
Item 5(a) is hereby amended and
restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 10,090,635 Shares outstanding, which is the total number of Shares
outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with
the Securities and Exchange Commission on August 7, 2009.
As of the
close of business on August 12, 2009, Steel Partners II owned directly 2,148,337
Shares, constituting approximately 21.3% of the Shares
outstanding. By virtue of their relationships with Steel Partners II
discussed in further detail in Item 2, each of Steel Holdings, Partners LLC,
Steel Partners GP and Warren G. Lichtenstein may be deemed to beneficially own
the Shares owned directly by Steel Partners II.
11
CUSIP
NO. 221222607
As of the
close of business on August 12, 2009, Steel Holdings owned directly
2,631,384 Shares,
which, together with the Shares owned directly by Steel Partners II that Steel
Holdings may also be deemed to beneficially own, constitute approximately 47.4%
of the Shares outstanding. By virtue of their relationships with
Steel Holdings discussed in further detail in Item 2, each of Partners LLC,
Steel Partners GP and Warren G. Lichtenstein may be deemed to beneficially own
the Shares owned directly by Steel Holdings, which, together with the Shares
owned directly by Steel Partners II that they may also be deemed to beneficially
own, constitute approximately 47.4% of the Shares outstanding.
As of the
close of business on August 12, 2009, Jack L. Howard beneficially owned an
aggregate of 255,425 Shares consisting of (i) 76,625 Shares owned directly by
Mr. Howard, (ii) 8,000 Shares underlying options that are exercisable within 60
days of the date hereof owned directly by Mr. Howard, (iii) 500 Shares owned by
EMH, and (iv) 170,300 Shares owned by J Howard, constituting in the aggregate
approximately 2.5% of the outstanding Shares.
As of the
close of business on August 12, 2009, Terry R. Gibson beneficially owned 100,000
Shares underlying options that are exercisable within 60 days of the date
hereof, constituting less than 1% of the Shares outstanding.
Each of
the Reporting Persons, as members of a “group” for purposes of Rule 13d-5(b)(1)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be
deemed to beneficially own the Shares owned by the other Reporting
Persons.
Item 5(c)
is hereby amended to add the following:
(c) Schedule
A annexed hereto lists all transactions in the Shares by the Reporting Persons
since the filing of Amendment No. 9 to the Schedule 13D. All of such
transactions were effected in the open market.
12
CUSIP
NO. 221222607
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
|
Dated:
August 13, 2009
|
STEEL
PARTNERS II, L.P.
|
||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/ Sanford Antignas | ||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS HOLDINGS L.P.
|
|||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/ Sanford Antignas | ||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS LLC
|
||
|
By:
|
/s/ Sanford Antignas | |
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
||
|
STEEL
PARTNERS II GP LLC
|
||
|
By:
|
/s/ Sanford Antignas | |
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
||
| /s/ Sanford Antignas | |
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
13
CUSIP
NO. 221222607
| /s/ Jack L. Howard | |
|
JACK
L. HOWARD
|
| /s/ Terry R. Gibson | |
|
TERRY
R. GIBSON
|
|
EMH
HOWARD, LLC
|
||
|
By:
|
/s/ Jack L. Howard | |
|
Jack
L. Howard
Managing
Member
|
||
|
J
HOWARD, INC.
|
||
|
By:
|
/s/ Jack L. Howard | |
|
Jack
L. Howard
President
|
||
14
CUSIP
NO. 221222607
SCHEDULE
A
Transactions in the Shares
Since the Filing of Amendment No. 9 to the Schedule 13D
|
Class of
Security
|
Securities
Purchased
|
Price ($)
|
Date of
Purchase
|
STEEL PARTNERS II,
L.P.
|
Common
Stock
|
250,000
|
|
1.9500
|
08/11/09
|
STEEL PARTNERS HOLDINGS
L.P.
None
STEEL PARTNERS
LLC
None
STEEL PARTNERS II GP
LLC
None
WARREN G.
LICHTENSTEIN
None
JACK L.
HOWARD
None
EMH HOWARD,
LLC
None
J HOWARD,
INC.
None
TERRY R.
GIBSON
None
15